Make It

2. While macaroni cooks, cook carrots and shallot in olive oil in a medium saucepan. Cook on high for 5 to 6 minutes. Then lower the heat to medium and make the cheese sauce in the same pan. Melt light butter in saucepan. Add flour and salt; stir for 1 minute. Add milk; stir over medium heat until thickened and bubbly. Remove from heat; stir in cheese until melted.

3. Toss together macaroni and sauce. Transfer to prepared dish. Sprinkle evenly with breadcrumbs. Bake for 20 minutes or until heated through.